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Matador Technologies — Capital/Financing Update 2026
Jan 13, 2026
48411_rns_2026-01-12_51052bfe-5fd6-498f-b25c-2adbc8a50b26.pdf
Capital/Financing Update
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QUALIFICATION CERTIFICATE
TO: Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
New Brunswick Securities Commission
Nova Scotia Securities Commission
Prince Edward Island Office of the Superintendent of Securities Office
Newfoundland and Labrador Securities Commission
(the "Original Jurisdictions")
AND TO: Autorité des marchés financiers
The Office of the Superintendent of Securities, Northwest Territories
Office of the Yukon Superintendent of Securities
Department of Justice, Government of Nunavut
(the "Additional Jurisdictions")
RE: MATATOR TECHNOLGOIES INC.
Preliminary Short Form Base Shelf Prospectus (for Québec and All Territories)
Draft Amended and Restated Short Form Base Shelf Prospectus Amending and Restating
the Short Form Base Shelf Prospectus dated December 22, 2025 (for all Provinces of
Canada other than Québec) (the "Prospectus")
This certificate is made and delivered pursuant to paragraph 4.1(1)(a)(ii) of National Instrument 44-101 – Short Form Prospectus Distributions ("NI 44-101") and section 7.1 of National Instrument 44-102 – Shelf Distributions ("NI 44-102") in connection with filing preliminary short form prospectus in the Additional Jurisdictions.
Matador Technologies Inc. (the "Issuer") is relying on section 2.2 of NI 44-102 and section 2.2 of NI 44-101 to qualify to file a prospectus in the form of a short form base shelf prospectus dated the date hereof (the "Prospectus") in the Additional Jurisdictions and in combination with the Original Jurisdictions.
THE UNDERSIGNED, Geoff St. Clair, Vice President Finance of the Issuer, hereby certifies for and on behalf of the Issuer and not in his personal capacity, that:
- the Issuer is qualified to file a preliminary short form prospectus that is a preliminary base shelf prospectus as it satisfies all of the criteria set forth in Section 2.2 of NI 44-101 in order to be qualified to file a prospectus in the form of a short form prospectus, in that:
(a) the Issuer is an electronic filer under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval+ (SEDAR+);
(b) the Issuer is a reporting issuer in at least one jurisdiction of Canada;
(c) the Issuer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction: (i) under applicable securities legislation; (ii) pursuant to an order issued by the securities regulatory authority; or (iii) pursuant to an undertaking to the securities regulatory authority;
(d) the Issuer has, in at least one jurisdiction in which it is a reporting issuer: (i) current annual financial statements; and (ii) a current AIF; and
(e) the Issuer's equity securities are listed and posted for trading on a short form eligible exchange and the Issuer is not an issuer: (i) whose operations have ceased; or (ii) whose principal asset is cash, cash equivalents, or its exchange listing; and
- all of the material incorporated by reference in the Prospectus and not previously filed are being filed with the Prospectus.
DATED this 12th day of January, 2026
MATADOR TECHNOLOGIES INC.
Per:
/s/ "Geoff St. Clair"
Geoff St. Clair
Vice President, Finance
Qualification Certificate
4922-2600-1776.1